SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2005

Shaw Communications Inc.

Suite 900, 630 – 3^rd Avenue S.W., Calgary, Alberta T2P 4L4 (403) 750-4500

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

     Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

     If “ Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Shaw Communications Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEWS RELEASE

Shaw Communications Inc. announces second quarter results

Calgary, Alberta, April 14, 2005---- Shaw Communications Inc. announced net income of $32.1 million or $0.16 per share for the quarter ended February 28, 2005 compared to net income of $17.2 million or $0.03 per share for the comparable period in 2004. Net income for the first six months of the year was $50.9 million or $0.20 per share, up from $37.2 million or $0.07 per share last year.

Total service revenue of $549.9 million and $1.1 billion for the three and six-month periods, respectively, both improved by 7% over the same periods last year. Consolidated service operating income before amortization¹ of $244.3 million and $478.3 million improved by 9.0% and 6.5%, respectively. Funds flow from operations² increased to $185.9 million and $366.7 million for the quarter and year-to-date compared to $163.1 million and $329.2 million in the same periods last year.

Jim Shaw, Chief Executive Officer of Shaw, remarked: “We are pleased with the direction of the results. We have improved service revenue, service operating income before amortization and earnings for the first half of this year over last year. On a consecutive basis, we have increased quarterly service operating income before amortization by $10.3 million or 4% compared to the first quarter. In addition, we reported solid growth of digital and Internet customers and with these increases, approximately 45% of Shaw’s customers now subscribe to bundled services compared to 41% last year.”

Digital and Internet subscribers grew approximately 3% during the quarter with increases of 15,517 and 32,539, respectively. Basic cable subscribers decreased marginally by 1,707 or 0.1% during the quarter. DTH customers increased 4,815.

On a consolidated basis, the Company achieved positive free cash flow¹ of $79.4 million in the second quarter, bringing the year-to-date amount to $106.3 million. This compares to $83.2 million and $149.1 million in the same periods last year. The decrease on a year-to-date basis is primarily due to higher capital expenditures in cable associated with investments to support customer growth and the rollout of Digital Phone.

“We are on track towards achieving our free cash flow objectives of $270 - $285 million for the year. A substantial portion of the upfront fixed capital investments for Digital Phone and the launch of Anik F2 have been made, and this contributed to the growth in free cash flow from $26.9 million last quarter to $79.4 million this quarter.” said Jim Shaw.

Cable service revenue was up 7.6% for the quarter to $397.6 million (2004 - $369.6 million) and 6.9% for the first half of the year to $783.6 million (2004 - $732.8 million). This growth resulted from rate increases, higher customer levels and the impact of the Monarch cable systems acquisition which took place in the third quarter of fiscal 2004. Service operating income before amortization increased 1.8% to $199.3 million (2004 - $195.7 million) for the quarter and 1.1% to $393.0 million (2004 - $388.5 million) for the six months.

The Satellite division’s service revenue increased by 5.8% to $152.3 million and by 7.2% to $303.4 million for the three and six months, respectively, due to rate increases, change in mix of promotional activities and customer growth in DTH. Satellite service operating income before amortization increased by 29.1% to $45.0 million and 27.3% to $85.4 million. The improvement was largely due to the growth in DTH revenue and reduced costs.

Jim Shaw commented, “Both divisions reported solid revenue growth compared to last year and on a consecutive basis improved quarterly service operating income before amortization by approximately $5 million each, representing consecutive growth of 3% in cable and 11% in satellite. As expected, the strategic upfront investment in enhanced customer care, development of Shaw Digital Phone and additional value-added services to support future customer growth has exerted pressure on the cable division’s margins. We believe it is prudent to invest now in these new and enhanced product offerings, in customer support initiatives such as 24/7/365 service, and in bundling promotions. These will be important differentiators with customers in the competitive triple-play market.”

Mr. Shaw added, “Digital Phone is being well received by our customers and we are pleased with the performance to-date. We will begin to publish subscriber figures when we have a full quarter of Digital Phone activity to report on.”

During the quarter, Shaw repurchased 219,200 of its Class B Non-Voting Shares for cancellation pursuant to the normal course issuer bid for $4.6 million ($20.90 per share) bringing the year-to-date total to $24.0 million ($21.11 per share). On February 1, 2005 Shaw redeemed its outstanding Series A US$142.5 million 8.45% Canadian Originated Preferred Securities (“Series A Preferred Securities”).

Mr. Shaw commented, “The outlook for the second half of the year remains positive. We have made significant upfront investments in our people and infrastructure to continue forward with the launch of Digital Phone in more of Shaw’s service territories. We have achieved consecutive quarterly growth in service revenue, service operating income before amortization and free cash flow. In addition, on a year-to-date basis, we have increased our customer base across all product areas.”

“We believe that the Company is in a strong position to sustain positive free cash flow momentum. After many years of reinvestment in the business, we also feel that a focus on returning cash to shareholders is appropriate given our current prospects, cash generation potential, leverage and value of our stock. Accordingly, Shaw’s board today approved a 40% increase to our dividend, from a $0.28 annual equivalent rate to a $0.40 annual equivalent rate on Class B shares payable monthly in the fourth quarter of this fiscal year. In addition, we plan to focus on repurchasing shares over the next 12 month period in order to take advantage of the current value of our stock relative to the strong prospects for future value growth. Following this

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period, it is our intention currently to resume using a substantial portion of our free cash flow to reduce debt.”

Shaw Communications Inc. is a diversified Canadian communications company whose core business is providing broadband cable television, Internet, Digital Phone and satellite direct-to-home (“DTH”) services to approximately 3.0 million customers. Shaw is traded on the Toronto and New York stock exchanges and is a member of the S&P/TSX 60 index (Symbol: TSX - SJR.NV.B, NYSE - SJR).

This news release contains forward-looking statements, identified by words such as “anticipate”, “believe”, “expect”, “plan”, “intend” and “potential”. These statements are based on current conditions and assumptions and are not a guarantee of future events. Actual events could differ materially as a result of changes to Shaw’s plans and the impact of events, risks and uncertainties. For a discussion of these factors, refer to Shaw’s current annual information form, annual and quarterly reports to shareholders and other documents filed with regulatory authorities.

For further information, please contact:

Steve Wilson
Senior Vice President, Chief Financial Officer
Shaw Communications Inc.
403-750-4500

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Shaw Communications Inc.

SHAREHOLDERS’ REPORT
SECOND QUARTER ENDING FEBRUARY 28, 2005

Dear Fellow Shareholders:

Shaw delivered improved financial performance over the prior year and consecutive quarter, with growth in all services on a year-to-date basis. The improved consecutive performance indicates that Shaw is on track to achieve its free cash flow objectives for fiscal 2005 of $270 - $285 million.

This growth also signifies that Shaw is anticipating and responding to changes in the competitive landscape. Last year, we experienced increased competition from the entrance of telephone companies into the video services market in some of Shaw’s territories. In February 2005 we began offering a triple-play bundle of voice, video and data service with the launch of Digital Phone in Calgary. As the market for communication services becomes more competitive, customer service, breadth of service offerings and value bundling will become significant differentiators in the marketplace.

Shaw’s focus on these areas is evident. We have invested in timely and responsive customer service improvements and 24/7/365 customer support. The convenience and value of bundling continues to attract customers, with 45% of our customer base subscribing to two or more services at February 28, 2005. Our bundle penetration signals that customers are embracing multiple communications and entertainment services from a single provider they believe is reliable and offers good value and service. Building on the value of our bundles will be key to the successful roll-out of Digital Phone. Accordingly, this quarter Shaw invested in value-added services such as Shaw Secure, a comprehensive computer security package included as part of our Internet services. Over 140,000 of our Internet customers have already taken advantage of the Shaw Secure package. We launched Shaw Messenger, a multimedia messaging and communications service available to all Shaw Internet customers, and a new 24 hour high-definition movie channel. We also continued with the roll-out and enhancement of Video-on-Demand, the dual-tuner HDTV personal video recorder and the expansion of Pay-Per-View services in smaller markets.

By delivering great service and value to our customers we are able to deliver value to our fellow shareholders through share appreciation and, effective March 2005, through the payment of monthly dividends. Over the remainder of the year, we will focus on achieving our free cash flow objectives and the successful launch of Digital Phone in more of Shaw’s service areas. Our launch in Calgary demonstrates our ability to deliver a fully-featured, reliable and secure telephone service. While investments such as these may result in near term pressure on margins, we believe that our focus on the customer, the capabilities of our network and the strength of our product offerings will position us for enhanced growth in the future.

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Shaw Communications Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS
FEBRUARY 28, 2005

April 11, 2005

Certain statements in this report may constitute forward-looking statements.Such forward-looking statements involve risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Included herein is a “Caution Concerning Forward-Looking Statements” section which should be read in conjunction with this report.

The following should also be read in conjunction with Management’s Discussion and Analysis included in the Company’s August 31, 2004 Annual Report and the Consolidated Financial Statements and the Notes thereto and the unaudited interim Consolidated Financial Statements of the current quarter.

CONSOLIDATED RESULTS OF OPERATIONS
SECOND QUARTER ENDING FEBRUARY 28, 2005
SELECTED FINANCIAL HIGHLIGHTS

CUSTOMER STATISTICS HIGHLIGHTS

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Shaw Communications Inc.

ADDITIONAL HIGHLIGHTS

Consolidated Overview

Consolidated service revenue of $549.9 million and $1.1 billion for the three and six month periods, respectively, both improved by 7% over the same periods last year. Increased service revenue primarily resulted from rate increases, customer growth, the acquisition of the Monarch cable systems effective March 31, 2004 and the change in mix of promotional activities. Consolidated service operating income before amortization in both the three and six months ended February 28, 2005 increased by 9.0% to $244.3 million and 6.5% to $478.3 million, respectively, compared to the same periods last year. The improvement was due to revenue growth and the settlement of litigation in the second quarter of last year of $6.5 million, partly offset by increased costs in the cable division, including expenditures incurred to support continued growth and in preparation for increased competition and the launch of Digital Phone.

On February 14, 2005 Shaw officially entered the triple-play market of video, data and phone with its first launch of Shaw Digital Phone in Calgary and will continue to roll out the service to more of its territories throughout the year. Digital Phone is still in its early stages and we are optimistic about its future prospects.

Net income was $32.1 million and $50.9 million for the three and six months ended February 28, 2005 compared to $17.2 million and $37.2 million for the same periods last year. On a consecutive basis, net income improved $13.3 million. The changes in net income are outlined in the table below. The fluctuation in net other costs and revenue outlined below is largely reflective of fair value changes on foreign currency forward contracts in respect of Shaw’s US

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dollar denominated equity instruments. Under Accounting Guideline 13, the forward contracts do not qualify for hedge accounting; therefore, fair value adjustments on the forwards are recorded in income which amounted to a $5.6 million gain in the current quarter and a $21.6 million loss in the first quarter. The impact of the foregoing and other changes to net income are outlined below:

Earnings per share were $0.16 and $0.20 for the quarter and six-months, respectively, compared to $0.03 and $0.07 in the respective periods last year. The increase of $0.13 over both comparative periods is due to higher net income per share of $0.07 and $0.06 for the three and six-month periods, respectively, plus $0.06 per share attributable to the gain of $12.8 million recorded through equity on the redemption of the US $142.5 million 8.45% Canadian Originated Preferred Securities (“Series A COPrS”) and a reduction of equity entitlements of $0.01 per share for the six-month period.

Funds flow from operations was $185.9 million in the second quarter compared to $163.1 million last year, and on a year-to-date basis was $366.7 million compared to $329.2 million in 2004. The growth over the respective quarterly and year-to-date comparative periods was primarily due to increased service operating income before amortization of $20.2 million and $29.3 million and reduced interest expense of $0.6 million and $3.1 million, respectively.

On a consolidated basis, the Company’s quarterly free cash flow of $79.4 million approached the same level as last year’s amount of $83.2 million. On a year-to-date basis, free cash flow was $106.3 million compared to $149.1 million in 2004. The decline compared to last year is due to increased capital expenditures, particularly in the categories of upgrades and enhancements and other, which includes the purchase of the Anik F2 satellite transponders. The satellite division generated free cash flow of $17.2 million compared to negative free cash flow of $0.9 million in the same quarter last year. Cable generated $62.2 million of positive free cash flow for the quarter compared to $84.1 million last year.

On February 1, 2005 the Company redeemed its outstanding Series A COPrS. The redemption was prudent given the current interest and foreign exchange rate environments. The foreign

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Shaw Communications Inc.

exchange benefit realized on the redemption was $12.8 million net of income tax and was recorded through the deficit.

Update to critical accounting policies

The Management’s Discussion and Analysis (“MD&A”) included in the Company’s August 31, 2004 Annual Report outlined critical accounting policies including key estimates and assumptions that management has made under these policies and how they affect the amounts reported in the Consolidated Financial Statements. The MD&A also describes significant accounting policies where alternatives exist. Also described therein were a number of new accounting policies that Shaw was required to adopt in 2005 as a result of recent changes in Canadian Accounting pronouncements. For a description of the changes in accounting policies, readers should refer to Note 1 of the unaudited interim Consolidated Financial Statements. The ensuing discussion provides additional information as to the date that Shaw was required to adopt the new standards, the methods of adoption permitted by the standards and the method chosen by Shaw and the effect on the financial statements as a result of adopting the new policy.

Adoption of recent Canadian accounting pronouncements

     Asset Retirement Obligations

In the first quarter of 2005, the Company retroactively adopted the new Canadian standard, Asset Retirement Obligations. The application of this standard had no significant impact on the financial position or results of operations of the Company.

     GAAP Hierarchy and General Standards of Financial Statement Presentation

In the first quarter of 2005, the Company adopted the new CICA Handbook Sections 1100, “Generally Accepted Accounting Principles,” and 1400, “General Standards of Financial Statement Presentation”. The effect of any change in accounting policy made in adopting these sections only applies to events and transactions occurring after August 31, 2004 and to any outstanding related balances existing at the date of the change. The application of these recommendations had no significant impact on the Company’s consolidated financial statements.

     Consolidation of Variable Interest Entities

In the second quarter of 2005, the Company retroactively adopted the new CICA Accounting Guideline 15 (AcG-15), “Consolidation of Variable Interest Entities.” The application of AcG-15 had no impact on the Company’s consolidated financial statements.

Key Performance Drivers

The Company’s continuous disclosure documents may provide discussion and analysis of non-GAAP financial measures. These financial measures do not have standard definitions prescribed by Canadian GAAP or US GAAP and therefore may not be comparable to similar measures disclosed by other companies. The Company utilizes these measures in making operating decisions and assessing its performance. Certain investors, analysts and others, utilize these measures in assessing the Company’s financial performance and as an indicator of its ability to service debt. These non-GAAP financial measures have not been presented as an alternative to net income or any other measure of performance required by Canadian or US GAAP.

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The following contains a listing of the Company’s use of non-GAAP financial measures and provides a reconciliation to the nearest GAAP measurement or provides a reference to such reconciliation.

Service operating income before amortization

The Company utilizes this measurement as it is a widely accepted financial indicator of a company’s ability to service and/or incur debt. In respect of the calculation of consolidated service operating income before amortization, it is presented as a sub-total line item in the Company’s unaudited interim Consolidated Statements of Income and Deficit. It is calculated as service revenue less operating, general and administrative expenses.

Free cash flow

The Company utilizes this measurement as it measures the Company’s ability to repay debt and return cash to shareholders. Consolidated free cash flow is calculated as follows:

CABLE
FINANCIAL HIGHLIGHTS

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OPERATING HIGHLIGHTS

Cable service revenue increased by 7.6% and 6.9% over the respective quarter and six-month period last year. Rate increases, customer growth and the acquisition of the Monarch cable systems effective March 31, 2004 accounted for this growth. Over the same periods, Shaw invested in service enhancements including increased salaries and benefits to provide 24/7/365 customer support and service and to prepare for the launch of Digital Phone and incurred increased costs to provide new services, such as Shaw Secure, Shaw’s comprehensive Internet security package which has over 140,000 customers. These initiatives, plus increased network fee, premise and compliance costs, contributed to the lower rate of growth of service operating income before amortization of 1.8% and 1.1% for the quarter and six-month period, respectively. Cable margins were approximately 50% throughout this fiscal year compared to 53% the same periods last year primarily as a result of these increased costs. On a consecutive basis, quarterly service revenue and service operating income before amortization increased by approximately 3% primarily due to rate increases and customer growth.

On February 14, 2005 Shaw entered the triple-play market of video, data and phone with its first launch of Shaw Digital Phone in Calgary. Shaw Digital Phone is a reliable, fully featured and affordable residential telephone service. It combines local, long distance and the most popular calling features into a simple package for a fixed monthly fee. The service is priced at $55.00 per month when bundled with any of Shaw’s other services and includes a local residential line, unlimited anytime long distance calling within Canada and the U.S. and six calling features: voicemail, call display, call forwarding, three-way calling, call return and call waiting. Professional installation, access to E-911, directory and operator services, and 24/7/365 customer support are all part of the Shaw Digital Phone service at no additional cost. Customers also have the option of keeping their current home phone number and the service works with existing telephones in a customer’s home so no purchase of additional equipment is required.

Second quarter capital expenditures were $78.8 million, an increase of $28.0 million over the same period last year. On a year-to-date basis the increase was $75.9 million. New housing spending increased $6.5 million for the quarter and $7.9 million for the year principally due to recoveries of capital recorded in the second quarter of last year. Success based spending has increased $8.0 million over the six-month period last year primarily as a result of increased deployment of customer-premise equipment. To date in 2005 Shaw has invested $21.9 million of capital towards the launch of Digital Phone, of which $8.5 million was incurred in the current quarter. This investment, plus enhancements and replacements of amplifiers, power supplies, nodes and other network components, is reflected in higher spending of upgrades/enhancements and replacement capital which combined, increased $17.6 million and $47.5 million for the three

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and six months, respectively. Most of the increased spending in buildings and other category of $3.5 million and $12.5 million for the quarter and year-to-date, respectively, was due to leasehold improvements at the new regional Vancouver office, investments in new and enhanced information systems, and the purchase of certain software licenses in the first quarter.

SUBSCRIBER STATISTICS

Basic cable subscribers decreased 1,707 this quarter compared to a decline of 114 in the same quarter last year. On a year-to-date basis, basic cable subscribers increased 15,402 compared to 21,780 last year. Despite increased competition in the Winnipeg and Saskatoon markets, Shaw continues to expand its customer base on a year-over-year basis as a result of strong economic activity and growth in Alberta and British Columbia.

During the quarter, Shaw added 15,517 digital customers, compared to 15,778 in the second quarter of fiscal 2004. On a year-to-date basis, digital customers increased 37,018 compared to 31,430 last year. The growth is due in part to increased customer awareness of the benefits of the digital viewing experience through word-of-mouth, media and advertising. Also, the availability of advanced set-top boxes incorporating high definition television signals (“HDTV”) and/or a personal video recorder (“PVR”) has enabled customers to enhance their television viewing, and gives Shaw a competitive advantage over its telephone company competitors. As a result of these enhancements, new and existing customers are increasing their investment in Shaw’s services and therefore may be more reluctant to switch to alternate service providers.

Internet customers grew by 32,539 during the second quarter compared to 35,305 in the same period last year, enabling Shaw to improve its industry-leading penetration to 51.5% of basic, an improvement of 4.7% over last year (2004 – 46.8%). To further increase the value of its Internet services, effective December 2004, Shaw Secure and Shaw Messenger were included as part of Shaw’s Internet services. Shaw Secure, the Company’s comprehensive security package, offers a complete computer security suite with anti-virus, firewall, parental control, spam control, pop-up blocker, and anti-spyware combined into a single, easy-to-use product. Shaw Messenger is a complete online messaging service and includes secure instant messaging, PC to PC voice/video calling, chat rooms, and application sharing features such as file sharing for photos and web pages.

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At the end of the second quarter, approximately 45.0% of customers subscribed to bundled services compared to 41.1% in the same quarter last year. The attractiveness of bundled packages is enhanced by service offerings such as VOD, HDTV and, now in Calgary and to follow soon in other Shaw territories, Digital Phone. The Company’s bundling strategy has proven to be an effective customer retention tool for its digital and Internet customers as shown by the improved churn rates in the table below.

SATELLITE (DTH and Satellite Services)

FINANCIAL HIGHLIGHTS

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Shaw Communications Inc.

OPERATING HIGHLIGHTS

Growth from the DTH business segment as a result of rate increases, change in mix of promotional activities and customer growth caused service revenue to increase by 5.8% and 7.2% over the comparative quarter and six-month period last year, respectively. The respective increases in service operating income before amortization of 29.1% and 27.3% reflect this growth and a reduction in sales and distribution expenses.

Service revenue increased 0.8% in comparison to the first quarter of 2005 mainly due to the February 1, 2005 DTH rate increase. This rate increase plus reduced distribution and sales costs were the main reasons for an increase of 11.4% in service operating income before amortization over the first quarter of 2005.

Quarterly and year-to-date success based capital expenditures decreased $6.7 million and $10.8 million, respectively. The decrease reflects Star Choice’s introduction of lower cost receivers which provide a more economical alternative for new customers or existing customers to expand Star Choice services in their homes. Reduced churn and the strengthened Canadian dollar have also reduced equipment subsidies. On a year-to-date basis, transponder and other costs increased by $8.8 million due to the launch of the Anik F2 satellite in the first quarter of this year. Effective October 4, 2004 Star Choice began operating with additional capacity on Telesat’s Anik F2 satellite, which has enabled the addition of three more HDTV channels, bringing the total to nine.

On-going development of DTH services and economical new receivers, combined with continued improvements in customer service implemented over the past two years and an increased focus on the acquisition of customers less susceptible to credit risk have resulted in improved customer retention as outlined below.

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CUSTOMER STATISTICS

OTHER INCOME AND EXPENSE ITEMS:

Amortization

Commencing in fiscal 2004, Star Choice changed its mix of promotional activities which included a reduction of the selling price of DTH equipment. This is the principal reason for the decrease in amortization of deferred equipment revenue over the comparative periods. Amortization of deferred equipment costs decreased over the same periods last year due to decreases in the cost of DTH equipment and strengthening of the Canadian dollar relative to the US dollar over the last few years. Amortization of deferred charges declined as a result of the repayment of the $250.0 million Cancom Structured Note and deferred marketing costs becoming fully amortized during 2004. Amortization of property, plant and equipment increased over last year due to additions of capital assets and the commencement of amortization on the Anik F2 satellite transponders this year.

Interest

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Interest decreased over the same periods last year as a result of lower average cost of borrowing. On a year-to-date basis, interest also decreased as a result of lower debt levels.

Investment activity

During the quarter, Shaw sold certain investments for $2.2 million and recorded a gain of $1.0 million. The Company also fully wrote-down an investment in a privately-held technology company resulting in a $1.9 million loss.

Foreign exchange gain (loss) on unhedged and hedged long-term debt

Shaw records foreign exchange gains and losses on the translation of foreign denominated unhedged long-term debt, which at February 28, 2005 was comprised of US $47.2 million of bank loans. As a result of fluctuations of the Canadian dollar relative to the US dollar, the Company’s foreign exchange gains or losses on unhedged long-term debt also fluctuate. A one cent increase (decrease) in the Canadian/US dollar exchange rate would result in a corresponding foreign exchange (loss) gain of $0.5 million.

Under generally accepted accounting principles, the Company is required to translate long-term debt at period-end foreign exchange rates. Because the Company follows hedge accounting, the resulting foreign exchange gains or losses on translating hedged long-term debt are included in deferred credits or deferred charges. As a result, the amount of hedged long-term debt that is reported under GAAP is often different than the amount at which the hedged debt would be settled under existing cross-currency interest rate agreements. As outlined in Note 3 to the unaudited interim Consolidated Financial Statements, if the rate of translation was adjusted to reflect the hedged rates of the Company’s cross-currency interest rate agreements (which fix the liability for interest and principal) long-term debt would increase by $285.0 million (August 31, 2004 — $208.3 million) which represents the corresponding hedged amounts included in deferred credits.

Debt retirement costs

In November 2003, the Company incurred $2.4 million of debt retirement costs in connection with the repayment of a $350 million credit facility due February 10, 2006 from the proceeds of the issuance of $350 million of Senior unsecured notes at 7.5%. There were no such costs in the current year.

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Fair value adjustments on a foreign currency forward contracts

The Company’s extendible forward purchase contract which provides US funds required for the quarterly entitlement payments on the US denominated equity instruments, does not qualify for hedge accounting under Canadian GAAP. Accordingly, the carrying value of this financial instrument is adjusted to reflect the current market value, which resulted in a pre-tax gain (loss) of $1.3 million and ($20.3 million) for the quarter and year-to-date respectively. Fair value gains or losses will fluctuate in future periods with changes in foreign exchange rates. For example, a one cent increase (decrease) in the Canadian/US dollar exchange rate would result in a corresponding fair value gain (loss) of approximately $0.7 million. In addition, the forward purchase contract entered into by the Company during the quarter to purchase the US funds required to redeem the Series A COPrS in February 2005 was not eligible for hedge accounting. As a result, the forward purchase contract was fair valued and resulted in a gain of $4.3 million on settlement.

Other gains (losses)

This category consists mainly of realized and unrealized foreign exchange gains (losses) on US dollar denominated current assets and liabilities. Due to fluctuations of the Canadian dollar relative to the US dollar, the Company recorded a foreign exchange loss of $1.6 million (2004 – $1.1 million) for the quarter and a gain of $1.6 million (2004 – loss of $0.2 million) for the six months ended.

Burrard Landing Lot 2 Holdings Partnership (the “Partnership”)

Shaw has a 38.3% interest in the Partnership which was formed to build Shaw Tower, a mixed-use structure, with office/retail space and living/working space in Vancouver. Upon completion of the commercial construction of the building in the fall of 2004, a subsidiary of Shaw became one of the major tenants of the building with the move of its Lower Mainland cable headquarters to Shaw Tower. This quarter the Company began recording revenue and expenses in respect of the commercial activities of the building which had a nominal impact on net income. Prior to completion of commercial construction, all costs, including interest, had been capitalized to the cost of the building. Residential construction of Shaw Tower is expected to be completed in the second half of this fiscal year. Based on pre-sales of residential units, the Company anticipates that it will record a gain in the second half.

RISKS AND UNCERTAINTIES

There have been no material changes in any risks or uncertainties facing the Company since August 31, 2004.

FINANCIAL POSITION

Total assets at February 28, 2005 were $7.5 billion compared to $7.6 billion at August 31, 2004. Following is a discussion of significant changes in the consolidated balance sheet since August 31, 2004.

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Current assets increased by $14.5 million primarily due to a $3.3 million increase in accounts receivable and an $11.7 million increase in inventories. Accounts receivable increased due to cable customer growth and rate increases. Inventories increased due to timing of shipments of DTH customer premise equipment to retailers.

Property, plant and equipment decreased by $28.5 million due to current year amortization being in excess of capital expenditures.

Deferred charges decreased by $15.6 million mainly due to a decrease in deferred equipment costs of $12.5 million.

Broadcast licenses decreased by $0.9 million due to the sale of the cable television advertising business, originally acquired as part of the purchase of the Monarch cable systems in 2004, to Corus Entertainment Inc. (“Corus”), a company subject to common voting control, for cash during the first quarter. The transaction was recorded at the exchange amount, representing the consideration received by Shaw from Corus. The consideration received reflected fair value as evidenced by similar transactions entered into by the Company. The transaction was reviewed by the Company’s Corporate Governance Committee, comprised of independent directors.

Current liabilities (excluding current portion of long-term debt) decreased by $18.2 million since August 31, 2004, due to timing of bonus and CRTC fee payments.

Total long-term debt increased by $90.5 million as a result of $171.4 million in net new borrowings (including $12.3 million in respect of the Burrard Landing partnership) offset by a decrease of $80.9 million relating to the translation of US denominated debt.

Deferred credits increased by $67.0 million principally due to the increase in deferred foreign exchange translation gains on the translation of hedged US dollar denominated senior notes of $76.7 million, offset by amortization of prepaid IRU rental of $6.7 million. Other liabilities increased by $17.8 million due largely to a fair value adjustment in respect of a foreign currency forward contract which is not accounted for as a hedge. Future income taxes increased by $19.9 million primarily due to the future income tax expense recorded in the current year.

Share capital decreased by $203.9 million due to the redemption of the Series A COPrS of $192.9 million and the repurchase of 1,134,600 Class B Non-Voting Shares for cancellation for $11.0 million in the current year. The balance of the cost of the shares repurchased of $13.0 million was charged to the deficit. As of the date of Management’s Discussion and Analysis, there were no subsequent changes in share capital.

LIQUIDITY AND CAPITAL RESOURCES

Shaw generated $106.3 million of free cash flow in the current year which, combined with the increase in bank loans of $159.1 million and other cash items of $1.9 million, was used to redeem the 8.45% COPrS at a cost of $172.4 million, pay $12.2 million to terminate a foreign currency forward contract, purchase $24.0 million of Class B Non-Voting Shares for cancellation, pay common share dividends of $32.3 million and finance the increase in working capital and inventory of $26.4 million.

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Shaw Communications Inc.

Shaw received approval from the Toronto Stock Exchange (“TSX”) to renew its normal course issuer bid which authorizes Shaw to purchase up to 10,900,000 of its Class B Non-Voting Shares for the period November 6, 2004 to November 7, 2005, representing approximately 5% of the issued and outstanding Class B Non-Voting Shares. The purchase and cancellation of outstanding Class B Non-Voting Shares under the bid may represent an opportunity to provide capital appreciation and market stability for the benefit of Shaw’s shareholders. Pursuant to the normal course issuer bid, during the quarter Shaw repurchased 219,200 of its Class B Non-Voting Shares for cancellation for $4.6 million for a year-to-date total of 1,134,600 Class B Non-Voting Shares for a total of $24.0 million.

On February 1, 2005 the Company redeemed its outstanding Series A COPrS. The redemption is prudent given the current interest and foreign exchange rate environments. The difference between the Series A COPrS’ book value and translated value, using the foreign exchange rate at the date of redemption, was $12.8 million net of income tax and was recorded through the deficit. The costs to terminate the foreign currency forward contract in respect of the entitlements on the Series A COPrS of $12.2 million was booked against the fair value liability recorded in the first quarter. The redemption was financed using Shaw’s existing revolving bank facility. Shaw entered into a forward contract to purchase the US funds required at the redemption date at an exchange rate of $1.2096 Canadian.

At February 28, 2005, Shaw had access to $685 million of available credit facilities based on existing bank covenants. Based on available credit facilities and forecasted free cash flow, the Company expects to have sufficient liquidity to fund operations and obligations during the current fiscal year, including the repayment of the $275 million 7.05% Notes due April 11, 2005. On a longer-term basis, Shaw expects to generate adequate free cash flow and to have sufficient borrowing capacity to finance foreseeable future business plans and refinance maturing debt.

CASH FLOW

Operating Activities

Funds flow from operations increased over comparative periods as a result of growth in service operating income before amortization and due to decreased interest and current income tax expenses. The quarter-over-quarter increase in net non-cash working capital balances is primarily due to settlement of a legal suit in respect of an alleged breach of contract terms and timing of commodity tax payments in the comparative quarter. The decrease in working capital over the prior six-month period is mainly due to timing of payments for prepaid interest, contract maintenance expenses and income tax installments as well as an increase in accounts receivable in the current year due to customer growth and rate increases.

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Shaw Communications Inc.

Investing Activities

The cash used in investing activities was $25.6 million and $68.5 million higher in the current quarter and six month period primarily due to higher capital expenditures.

Financing Activities

The changes in financing activities during the comparative periods were as follows:

SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION

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Shaw Communications Inc.

Generally, service revenue and service operating income before amortization have grown quarter-over-quarter largely due to customer growth and rate increases. The only exceptions to the consecutive growth in service revenue occurred in the fourth quarters of 2003 and 2004. In 2003, results were affected by the sale of the US cable systems and in the fourth quarter of 2004, the decrease was marginal.

Net income (loss) has generally trended positively quarter-over-quarter as a result of a number of factors including the growth in service operating income before amortization described above, in addition to reductions of interest expense as a result of debt repayment and retirement. The exceptions to the aforementioned are that earnings declined quarter-over-quarter by $10.1 million and $2.8 million in the first quarter of 2005 and the second quarter of 2004, respectively. In the first quarter of 2005, the Company recorded a fair value loss of $21.6 million ($13.9 million after-tax) on a certain foreign currency forward contract. In the second quarter of 2004, the Company recorded a foreign exchange loss on unhedged long-term debt of $2.0 million compared to a gain of $4.8 million recorded in the first quarter of 2004. As a result of the aforementioned changes in net income (loss), basic and diluted earnings (loss) per share have trended accordingly. In addition, the calculation of earnings per share in the second quarter of 2005 includes $0.06 per share attributable to the gain recorded through equity on the redemption of the Series A COPrS of $12.8 million.

CAUTION CONCERNING FORWARD LOOKING STATEMENTS

Certain statements included and incorporated by reference herein constitute forward-looking statements. When used, the words “anticipate”, “believe”, “expect”, “plan”, intend”, “target”, “guideline”, “goal”, and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, references to future capital expenditures (including the amount and nature thereof), business strategies and measures to implement strategies, competitive strengths, goals, expansion and growth of Shaw’s business and operations, plans and references to the future success of Shaw. These forward-looking statements are based on certain assumptions and analyses made by Shaw in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the expectations and predictions of Shaw is subject to a number of risks and uncertainties, including, but not limited to, general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by Shaw; increased competition in the markets in which Shaw operates and from the development of new markets for emerging technologies; changes in laws, regulations and decisions by regulators in Shaw’s industries in both Canada and the United States; Shaw’s status as a holding company with separate operating subsidiaries; changing conditions in the entertainment, information and communications industries; risks associated with the economic, political and regulatory policies of local governments and laws and policies of Canada and the United States; and other factors, many of which are beyond the control of Shaw. Should one or more of these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those as described herein. Consequently, all of the forward-looking statements made in this report and the documents incorporated by reference herein are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Shaw will be

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Shaw Communications Inc.

realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Shaw.

You should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement (and such risks, uncertainties and other factors) speaks only as of the date on which it was originally made and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this document to reflect any change in expectations with regard to those statements or any other change in events, conditions or circumstances on which any such statement is based, except as required by law. New factors emerge from time to time, and it is not possible for the Company to predict what factors will arise or when they may arise. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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Shaw Communications Inc.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

See accompanying notes

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Shaw Communications Inc.

CONSOLIDATED STATEMENTS OF INCOME AND DEFICIT
(Unaudited)

See accompanying notes

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Shaw Communications Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Cash includes cash and term deposits

See accompanying notes

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Shaw Communications Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

February 28, 2005 and February 29, 2004
[all amounts in thousands of Canadian dollars, except per share amounts]

The unaudited interim Consolidated Financial Statements include the accounts of Shaw Communications Inc. and its subsidiaries (collectively the “Company”). The notes presented in these unaudited interim Consolidated Financial Statements include only significant events and transactions occurring since the Company’s last fiscal year end and are not fully inclusive of all matters required to be disclosed in the Company’s annual audited consolidated financial statements. As a result, these unaudited interim Consolidated Financial Statements should be read in conjunction with the Company’s consolidated financial statements for the year ended August 31, 2004.

The unaudited interim Consolidated Financial Statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements except as noted below.

Adoption of recent Canadian accounting pronouncements

     Asset Retirement Obligations

In the first quarter of 2005, the Company retroactively adopted the new Canadian standard, Asset Retirement Obligations, which establishes standards for the recognition, measurement and disclosure of asset retirement obligations and the related asset retirement costs. This new standard applies to obligations associated with the retirement of property, plant and equipment when those obligations result from the acquisition, construction, development or normal operation of the assets. The standard requires the recognition of all legal obligations associated with the retirement, whether by sale, abandonment, recycling or other disposal of an asset. The application of this standard had no significant impact on the unaudited interim Consolidated Financial Statements of the Company.

     GAAP Hierarchy and General Standards of Financial Statement Presentation

In the first quarter of 2005, the Company adopted the new CICA Handbook Sections 1100, “Generally Accepted Accounting Principles,” and 1400, “General Standards of Financial Statement Presentation”. Section 1100 describes what constitutes Canadian Generally Accepted Accounting Principles (“GAAP”) and its sources and provides guidance on sources to consult when selecting accounting policies and determining appropriate disclosures when a matter is not dealt with explicitly in the primary sources of generally accepted accounting principles, thereby recodifying the Canadian GAAP hierarchy. Section 1400 provides general guidance on financial statement presentation and further clarifies what constitutes fair presentation in accordance with GAAP. The application of these recommendations had no significant impact on the Company’s unaudited interim Consolidated Financial Statements.

     Consolidation of Variable Interest Entities

In the second quarter of 2005, the Company retroactively adopted the new CICA Accounting Guideline 15 (AcG-15), “Consolidation of Variable Interest Entities.” AcG-15 requires that an enterprise holding other than a voting interest in a variable interest entity (“VIE”) could, subject to certain conditions, be required to consolidate the VIE if it is considered its primary beneficiary whereby it would absorb the majority of the VIE’s expected losses and/or receive the majority of its expected residual returns. The adoption of the guideline had no impact on the Company’s unaudited interim Consolidated Financial Statements.

Restatement for change in accounting policy for revenue recognition

As previously disclosed, the Company retroactively adopted with restatement beginning March 1, 2004, the accounting pronouncement for “Revenue Arrangements with Multiple Deliverables”. Accordingly, the figures for the comparative three and six months ended February 29, 2004 have been restated.

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Shaw Communications Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

February 28, 2005 and February 29, 2004
[all amounts in thousands of Canadian dollars, except per share amounts]

The Company provides cable television services, high-speed Internet access, Digital Phone and Internet infrastructure services (Big Pipe) (“Cable”); DTH (Star Choice) satellite services; and, satellite distribution services (“Satellite Services”). All of these operations are located in Canada. Information on operations by segment is as follows:

Operating information